Common use of By the Company Other than for Cause Clause in Contracts

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to any Final Compensation due to the Executive, the Company will (i) pay the Executive severance pay, for the period of twelve (12) months following the date of termination of his employment, at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereof; (ii) pay the Executive a pro rata amount of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fraction, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and (iii) continue the Executive’s participation in the benefits plans described in Section 4(d) for the minimum period required by applicable employments standards legislation (collectively, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner that will give legal effect) and returning to the Company a release of claims in the form attached hereto as Exhibit B within ten (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable, on the Company’s next regular payday for executives that follows the date on which the Company receives the Executive’s signed Release of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder shall be paid to the Executive at the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally in accordance with Section 4(b).

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice Except as otherwise expressly provided in Section 4.4(d), if, prior to the Executive. In scheduled expiration of the event of such termination, in addition to any Final Compensation due to the ExecutiveTerm, the Company will terminates the Employee’s employment without Cause, the Employee shall be entitled to receive and be paid solely (i) pay the Executive severance pay, Employee's salary then in effect until the expiration of six (6) months following the effective date of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the period payment of salaries as in effect from time to time if Employee has been employed by the Company for less than five (5) years; or the Employee's salary then in effect until the expiration of twelve (12) months following the effective date of the termination of his employment, Employee's employment payable over such period at a per annum rate equal the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the sum Company for more than five (5) years but less than ten (10) years; or the Employee's salary then in effect until the expiration of eighteen (A18) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased months following the effective date hereof; of the termination of Employee's employment payable over such period at the Company's regular and customary intervals for the payment of salaries as in effect from time to time if Employee has been employed by the Company for more than ten (10) years (“Severance Pay”), (ii) pay the Executive a pro rata amount portion of the annual bonusEmployee’s Incentive Compensation, if any, that would have been payable to the Executive pursuant to Section 4(b) hereof if the Executive’s employment with the Company had not terminated any during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fraction, the numerator of which is the number of days during the performance applicable period in which the Executive Employee was employed by the Company and the denominator of (which is three hundred and sixty-five (365) and (iii) continue the Executive’s participation in the benefits plans described in Section 4(d) for the minimum period required by applicable employments standards legislation (collectively, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days following the date portion of the termination Incentive Compensation shall be reasonably determined by the Board of employment. Any obligation Directors as of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner that will give legal effect) and returning to the Company a release of claims in the form attached hereto as Exhibit B within ten (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance with the obligations of the Executive Term and paid when otherwise payable pursuant to Section 3.2, (iii) any accrued paid time off pursuant to Section 3.4, (iv) any amounts due pursuant to Section 3.6, (v) any Vested Benefits, and (vi) any COBRA Rights, and the Company shall have no further liability or other obligation of any kind whatsoever to the Employee. The payment of Severance Pay shall constitute liquidated damages in lieu of any and all claims by the Employee against the Company, shall be in full and complete satisfaction of any and all rights which the Employee may enjoy hereunder, and shall constitute consideration for a full and unconditional release of any and all liability of the Company or any of its shareholders, benefit plans, affiliate companies, subsidiaries, and its Affiliates under the directors, officers, employees, trustees and agents of such entities and their successors or assigns, arising out of this Agreement that survive termination or out of his employment, including without limitation under Sections 7, 8 the employment relationship between the Employee and 9 of this Agreement. All severance pay to which the Executive is entitled hereunder which exceeds statutory minimums shall be Company (in the form of salary continuationExhibit A, payable hereafter the “Release”). Payment of the Severance Pay is expressly conditioned upon receipt by the Company of the Release executed by the Employee. For the avoidance of doubt, in accordance with the normal payroll practices event of termination of employment by the Company without Cause Employee shall not be entitled to participate in any severance pay plan made generally available to other employees of the Company for its executives, with the first payment, which shall be retroactive as in effect from time to the day immediately following the date the Executive’s employment terminated, being due and payable, on the Company’s next regular payday for executives that follows the date on which the Company receives the Executive’s signed Release of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder shall be paid to the Executive at the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally in accordance with Section 4(b)time.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to any Final Compensation due to Compensation, then until the Executive, the Company will (i) pay the Executive severance pay, for conclusion of the period of twelve (12) months following the date of termination of his employment(the “Severance Pay Period”), at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which Company shall pay the Executive the Base Salary is increased following at the rate in effect on the date hereof; (ii) pay the Executive a pro rata amount of the annual bonustermination and, if any, that would have been payable subject to any employee contribution applicable to the Executive pursuant on the date of termination, shall continue to Section 4(b) hereof if contribute to the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fraction, the numerator premium cost of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and (iii) continue the Executive’s participation in the benefits plans described in Section 4(d) for Company’s group medical and dental plans, provided that the minimum period required by Executive is entitled to continue such participation under applicable employments standards legislation (collectivelylaw and plan terms. In addition, the Company shall pay the Executive a bonus (the “Severance BenefitsTermination Bonus”) equal to the lesser of (i) 60% of the Executive’s Base Salary in effect on the date of termination, or (ii) the Annual Bonus paid to the Executive in respect of the immediately preceding fiscal year (or if no such Annual Bonus was paid to the Executive in respect of the preceding fiscal year, $0). The Termination Bonus shall be payable at the time during the Severance Pay Period that annual bonuses are paid to Company executives generally under its executive incentive plan, provided, however, that no Termination Bonus payment shall also pay be made until the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days following later of the effective date of the termination of employment. Any obligation Employee Release or the date the Employee Release, signed by the Executive, is received by the Chair of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner that will give legal effect) and returning to the Company a release of claims in the form attached hereto as Exhibit B within ten (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this AgreementBoard. All severance pay The Base Salary payment to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executivesand will begin at the Company’s next regular payroll period which is at least five business days following the later of the effective date of the Employee Release or the date the Employee Release, with signed by the first paymentExecutive, which is received by the Chair of the Board, but shall be retroactive to the next business day immediately following the date of termination. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(d) shall constitute the entire obligation of the Company to the Executive and, except for Final Compensation, any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment terminated, being due hereunder and payable, on by the Company’s next regular payday for executives that follows deadline specified therein and returning it to the Company within thirty (30) calendar days of the date on which the Company receives the Executive’s signed Release of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder shall be paid to the Executive at the same time that annual bonuses for the applicable fiscal year are paid to senior executives termination of the Company generally in accordance with Section 4(b)employment.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause (and other than in connection with the Executive’s death or disability) at any time upon written notice to the Executive. In the event of such termination, then (i) the Company shall pay to the Executive the Final Compensation, (ii) the Company shall pay the Executive an amount equal to the sum of Base Salary (the “Termination Compensation”), payable in addition substantially equal installments in accordance with the Company’s normal payroll practices as in effect from time to time, over the twelve (12) month period immediately following the termination date (with the first payment to be made on the first payroll date following the effective date of the Employee Release (as defined below) and to include a catch-up to cover any payment that would have been made prior to such date had the Employee Release been effective on the termination date); provided that, if the period from the termination date through the last day that the payments could begin spans two calendar years, such payments shall commence in the second calendar year; provided, further, that, if (and only if) such termination date occurs within eighteen (18) months after a Change of Control Event, then the Termination Compensation shall be payable to the Executive in a lump sum payment on the first payroll date following the effective date of the Employee Release (rather than in installments, as provided above in this clause (i)); (ii) subject to any Final Compensation due employee contribution applicable to the ExecutiveExecutive as of immediately prior to the date of termination, the Company will (i) shall continue to pay the Executive severance pay, cost of the Executive’s participation in the Company’s medical and dental insurance plans for the a period of twelve (12) months, provided that if the Executive’s continued participation in such plans would result in a violation of any non-discrimination rules or result in any fines, penalties or excise taxes to the Company or any of its affiliates or if the Executive is otherwise not eligible to continue participation in such plans under applicable law or plan terms, then, to the extent possible without resulting in such violation, fines, penalties or excise taxes, the Company shall instead make monthly cash payments to the Executive in an amount equal to the employer portion of the monthly insurance premiums that would have been applicable had the Executive been eligible to continue such participation (the benefit described in this clause (iii), collectively, the “Benefit Continuation”), and (iii) notwithstanding Section 4(b), the terms of any other agreement, instrument or document to the contrary (including without limitation any vesting terms, performance criteria or other conditions, and regardless of whether entered into before or after the date of this Agreement), if such termination contemplated herein occurs within twenty-four (24) months following of the Commencement Date, all of the Time-Vested Initial RSUs that have not previously vested and all Performance Vesting Initial RSUs as to which the applicable Stock Price Condition has been satisfied at the date of termination of his employment, at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following shall vest in full upon the date hereof; of such termination of employment. If such termination occurs after twenty-four (ii24) pay months, Executive shall only receive the Executive a pro rata amount of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(bseverance benefits covered in items (i)-(ii) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (Aitems (i) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fraction, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and – (iii) continue the Executive’s participation in the benefits plans described in Section 4(d) for the minimum period required by applicable employments standards legislation (collectively, collectively shall be defined as the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner that will give legal effect) and returning to the Company a release of claims in the form attached hereto as Exhibit B within ten (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable, on the Company’s next regular payday for executives that follows the date on which the Company receives the Executive’s signed Release of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder shall be paid to the Executive at the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally in accordance with Section 4(b).

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon fifteen (15) business days prior notice to the Executive; provided, however, the Company shall not be required to provide all or any portion of such notice hereunder (and/or may elect to accelerate the date of termination after notice has been provided hereunder) to the extent that the Company reasonably concludes that providing (or continuing) such notice period will be injurious to the interests of the Company and provided further that such notice period shall be unpaid until after the effective date of the Release of Claims, as that term is defined and the payment arrangements are described immediately below. In the event of such terminationtermination under this Section 5(d), the Company shall provide the Executive, in addition to any Final Compensation due Compensation: (i) severance pay (“Severance Pay”) in an amount equal to the Executive’s Base Salary, in effect on the Company will date of his termination, for a period equal to the greater of (iA) pay twelve (12) months after the effective date of such termination and, (B) the remainder of the Term, and (ii) subject to any employee contribution applicable to the Executive severance payon the date of termination, shall continue to contribute to the premium cost of the Executive’s participation in the group medical and dental plans applicable to the Executive (as well as the participation of his qualified beneficiaries) for the period shorter of twelve (12) months following the date of termination of his employment, at a per annum rate equal employment or until the Executive ceases to be eligible for participation in those plans under the sum of federal law known as COBRA (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which in the Base Salary is increased event that the Executive continues coverage following the date hereof; end of such twelve (ii12) pay month period, the Executive a pro rata amount shall be solely responsible for the payment of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fraction, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and (iii) continue the Executive’s participation in the benefits plans described in Section 4(d) for the minimum period required by applicable employments standards legislation (collectively, the “Severance Benefits”premium under COBRA). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums Executive hereunder is conditioned, however, on upon the Executive signing (in such a manner that will give legal effect) and returning to the Company a timely and effective release of claims related to, arising out of or connected with his employment and the termination thereof in the form attached hereto as Exhibit B within ten provided by the Company (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”). The Release of Claims required for separation benefits in accordance with Section 5(d) and or Section 5(e) creates legally binding obligations on the Executive’s continued compliance with the obligations part of the Executive to and the Company and its Affiliates under this Agreement that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay to which therefore advise the Executive is entitled hereunder which exceeds statutory minimums shall be in to seek the form advice of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable, on the Company’s next regular payday for executives that follows the date on which the Company receives the Executive’s signed Release of Claimsan attorney before signing it. Any pro rata annual bonus Severance Pay to which the Executive is entitled hereunder shall be paid payable in accordance with the normal payroll practices applicable to the Executive at the same time that annual bonuses for the applicable fiscal year are paid to senior executives employees of the Company generally in accordance with Section 4(b)and will begin at the next regular payroll period which is at least five (5) business days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the Company, but the first payment shall be retroactive to the first day of the notice period.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to any Final Compensation due to (which shall be paid at the Executivesame time or times as in the case of a termination by reason of death), the Company will (i) pay the Executive severance pay, then for the period of twelve two (122) months years following the date of termination of his employmenttermination, at a per annum rate the Company shall provide the Executive Severance Benefits as follows: (i) the Company will pay the Executive Severance Pay equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) the Base Salary at the annual rate in effect on the date of termination and (B) any amount by which the Base Salary is increased following the date hereof; (ii) pay the Executive a pro rata amount of the annual bonus, if any, that would have been payable to the Executive pursuant to Executive’s target Annual Bonus determined in accordance with Section 4(b) hereof and (ii) (A) if the Company in its discretion determines that it can do so consistent with the requirements of Section 105(h) of the Code and with applicable law and plan terms, it shall provide continued coverage to the Executive under its group medical and dental plans, at the Company’s cost subject only to the Executive’s employment with payment of the Company had not terminated during employee portion (determined on the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by same basis as applied to the Executive for on the fiscal year immediately preceding the fiscal year in which the termination occursdate of termination) plus any required administrative fee, by or (B) a fractionif the Company in its discretion determines that it cannot provide continued coverage on the basis described in clause (A), it shall instead provide continued coverage to the numerator of which is the number of days during the performance period in which the Executive was employed extent required by the Company so-called “COBRA” coverage continuation rules and the denominator of which is three hundred and sixty-five (365) and (iii) continue shall pay to the Executive’s participation in , at the benefits plans described in Section 4(d) for same time as it pays the minimum period required by applicable employments standards legislation first severance payment under clause (collectivelyi)(A), the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty equal in its reasonable estimation to what would have been its premium cost under clause (30ii)(A) days following the date of the termination of employmenthad clause (ii)(A) applied. Any It shall be a condition to any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner under this Section 5(d) or Section 5(e) below, other than the Company’s obligation to pay the Final Compensation, that will give legal effect) the Executive shall have signed and returning returned to the Company, not later than forty-five (45) days after the date of termination (or by such earlier date as the Company may specify), a release of claims in the form attached hereto as Exhibit B within ten C (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”) and on that seven days after the delivery of such Release of Claims shall have elapsed without the Executive’s continued compliance with having revoked the Release of Claims. The Release of Claims creates legally binding obligations on the part of the Executive to Executive, and the Company and its Affiliates under this Agreement that survive termination therefore advise the Executive to seek the advice of his employmentan attorney before signing the Release of Claims. Provided the foregoing conditions to payment are satisfied, including without limitation under Sections 7, 8 and 9 of this Agreement. All the severance pay to which the Executive is entitled hereunder which exceeds statutory minimums described in Section 5(d)(i) above shall be in the form of salary continuation, payable in accordance paid commencing with the normal first payroll practices that follows the date of the Company for its executivestermination by sixty (60) days, with the first paymentsuch payment to include all amounts that would have been paid under Section 5(d)(i) had payment commenced with the first payroll after termination of employment. In the event that Executive is entitled to receive benefits upon termination under any other agreement with, which or plan or policy of, the Company (an “alternative severance arrangement”), the provisions of such alternative severance arrangement shall be retroactive given effect, if at all, (A) so as not to duplicate the benefits payable hereunder, and (ii) only to the day immediately following extent they do not result in an impermissible acceleration or deferral of any benefits payable hereunder that are subject to the date requirements of Section 409A of the Executive’s employment terminatedInternal Revenue Code of 1986, being due and payable, on as amended (the Company’s next regular payday for executives that follows the date on which the Company receives the Executive’s signed Release of Claims“Code”). Any pro rata annual bonus Severance Pay to which the Executive is entitled hereunder shall be paid to the Executive payable on a pro-rated basis at the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally Company’s regular payroll periods and in accordance with Section 4(b)its normal payroll practices.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. A termination of the Executive’s employment that occurs on the last day of the term of this Agreement following the Company’s notice to the Executive of non-renewal of the term hereof under Section 2 hereof shall be treated as a termination by the Company other than for Cause. In the event of such termination, the Executive shall be entitled to Final Compensation, and, in addition to any Final Compensation due to the Executiveaddition, the Company will (i) shall pay the Executive severance pay, for an amount equal to two (2) times the period sum of twelve (12x) months following the Base Salary at the rate in effect on the date of termination of his employment, at a per annum rate equal to the sum of plus (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereof; (ii) pay the Executive a pro rata amount of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (Ay) the annual bonus earned by the Executive Target Bonus for the fiscal year immediately preceding the fiscal year in which the of termination occurs, by (B) a fraction, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and (iii) continue the Executive’s participation in the benefits plans described in Section 4(d) for the minimum period required by applicable employments standards legislation (collectively, the “Severance BenefitsAmount”). The Company Severance Amount shall also pay be paid to the Executive any Final Compensation due him in twenty-four (other than business expenses described in Section 5(a)(iv)24) in a lump sum within thirty (30) days following the date of the termination of employmentequal monthly installments as further provided for below. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive under this Section 5 (including in the event of a termination of employment due to death or Disability), other than for Final Compensation, is conditioned on (A) the Executive, or the Executive’s Designated Beneficiary, signing (in such a manner that will give legal effect) and returning to the Company (without revoking) a timely and effective release of claims in the form attached hereto as Exhibit B within ten B, by the deadline specified therein, which in all events shall be no later than the forty fifth (1045th) days calendar day following the date of termination (any such release submitted by such deadline, the “Release of Claims”), (B) the Executive not engaging in an intentional or materially harmful violation of Section 7, 8 or 9(b) of this Agreement, and on (C) the Executive’s continued compliance with the obligations covenants contained in Section 9(a) of the Executive to the Company and its Affiliates under this Agreement that survive termination of his employment(subsections (B) and (C) collectively, including without limitation under Sections 7the “Compliance Condition”). Subject to Section 5(g) below, 8 and 9 of this Agreement. All severance pay to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executivesCompany, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable, payable on the Company’s 's next regular payday for executives that follows the expiration of sixty (60) calendar days from the date on which the Company receives the Executive’s signed Release of Claimsemployment terminates. Any pro rata annual bonus to Other than the tax gross-up payment described in Section 5(a)(iv), which shall be paid at the Executive is entitled hereunder time provided in Section 4(e) above, Final Compensation shall be paid to the Executive at within sixty (60) days following the same time that annual bonuses for the applicable fiscal year are paid to senior executives date of the Company generally in accordance with Section 4(b)termination of employment.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause (and other than in connection with the Executive’s death or disability) at any time upon written notice to the Executive. In the event of such termination, in addition to any Final Compensation due to the Executive, the Company will then (i) the Company shall pay to the Executive the Final Compensation, (ii) the Company shall pay the Executive severance pay, for the period of twelve (12) months following the date of termination of his employment, at a per annum rate an amount equal to one and a half times the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereof; (ii) pay the Executive a pro rata amount of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus and Annual Bonus earned by the Executive for the full fiscal year immediately preceding the fiscal year in which such termination occurs (the “Termination Compensation”), payable in substantially equal installments in accordance with the Company’s normal payroll practices as in effect from time to time, over the twelve (12) month period immediately following the termination occursdate (with the first payment to be made on the first payroll date following the effective date of the Employee Release (as defined below) and to include a catch-up to cover any payment that would have been made prior to such date had the Employee Release been effective on the termination date); provided that, by if such termination date occurs prior to the conclusion of one full fiscal year of employment from the original hire date, it shall be assumed, for purposes of determining the Termination Compensation, that Executive earned one full fiscal year of her current Base Salary and achieved an Annual Bonus of 100% of her current Base Salary; provided, further, that, if (Band only if) such termination date occurs within eighteen (18) months after a fractionChange of Control Event (as defined below), then the numerator of which is the number of days during the performance period in which Termination Compensation shall be payable to the Executive was employed by in a lump sum payment on the Company and first payroll date following the denominator effective date of which is three hundred and sixty-five the Employee Release (365) and rather than in installments, as provided above in this clause (ii)), (iii) subject to any employee contribution applicable to the Executive as of immediately prior to the date of termination, the Company shall continue to pay the cost of the Executive’s participation in the benefits plans described in Section 4(d) for the minimum period required by applicable employments standards legislation (collectively, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner that will give legal effect) and returning to the Company a release of claims in the form attached hereto as Exhibit B within ten (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable, on the Company’s next regular payday medical and dental insurance plans for executives that follows the date on which the Company receives the Executive’s signed Release a period of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder shall be paid to the Executive at the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally in accordance with Section 4(btwelve (12).

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon written notice to the Executive. In the event of such terminationtermination during the term hereof, in addition to any Final Compensation due and provided that no benefits are payable to the Executive, the Company will (i) pay the Executive under a separate severance payagreement as a result of such termination, for the a period of twelve six (126) months following the date of termination of his termination, or until such time as the Executive secures other employment, at a per annum rate equal whichever is earlier, the Company shall continue to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereof; (ii) pay the Executive his Base Salary at the rate in effect on the date of termination, provided however in the event that, during said six-month period following date of term, the Executive commences employment payable at a pro rata rate less than $300,000 per year, the Company agrees that, for the period commencing upon the Executive acceptance of said employment and concluding on the date that is six-month following his termination date, the Company shall continue to pay Executive the base salary reduced by the amount of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned compensation received by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fraction, the numerator of which is the number of days such new employment during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and (iii) continue the Executive’s participation in the benefits plans described in Section 4(d) for the minimum period required by applicable employments standards legislation (collectively, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days following the date of the termination of employmentsaid period. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditionedExecutive hereunder, howeverother than for Final Compensation, shall be expressly conditioned on the Executive signing (in such Executive’s execution of a manner that will give legal effect) and returning to the Company a general release of claims in the form attached hereto to this Agreement as Exhibit B within ten A (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”) and on within twenty-one days following the date the Executive’s continued compliance with employment is terminated (or such longer period as the obligations of Company shall determine it is required by law to permit the Executive to consider the Company Release of Claims) and its Affiliates under this Agreement that survive termination upon the Executive not revoking such Release of his employment, including without limitation under Sections 7, 8 and 9 of this AgreementClaims thereafter. All severance pay Severance Pay to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executivesCompany, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable, payable on the Company’s next regular payday for executives that follows the date on which the Company receives the Executive’s signed Executive returns a timely and effective Release of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder shall be paid to the Executive at the same time that annual bonuses The Release of Claims required for the applicable fiscal year are paid to senior executives of the Company generally separation benefits in accordance with Section 4(b)5(d) hereof will create legally binding obligations on the part of the Executive, and the Company and its Affiliates therefore advise the Executive to seek the advice of an attorney before signing it.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon thirty (30) days’ prior written notice to the Executive. In If the event of such terminationCompany terminates the Executive’s employment other than for Cause after the Effective Date, then in addition to any Final Compensation due to the Executive, the Company will (i) pay to the Executive severance pay, at the same rate as the Base Salary, for the a period of twelve (12) months following the date of termination of his the Executive’s employment, at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereof; (ii) pay the Executive a pro rata amount of the annual bonus, if any, that would have been payable to the Executive pursuant an amount equal to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal yearTarget Bonus (clauses (i) and (ii), which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fractioncollectively, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365“Severance Payments”) and (iii) continue to pay, on the Executive’s behalf, the premiums required to be paid for the Executive’s continued participation in the benefits plans described Company’s health care benefit plan, including existing spousal or family health care coverage, if selected, for a period of twelve (12) months following termination, unless the Executive becomes employed by another company and eligible for coverage under such company’s group health care plans, and in Section 4(d) such instance, future payment for the minimum period required by applicable employments standards legislation health insurance premiums will cease (collectivelythe “Healthcare Payments” and, collectively with the Severance Payments, ​ the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other Other than business expenses described in Section 5(a)(iv5(a)(iii)) , Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in a lump sum all events within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner that will give legal effect) and returning to the Company (without revoking) a timely and effective general release of claims in substantially the form attached hereto as Exhibit B within ten (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”), all of which (including the lapse of the period for revoking the Release of Claims as specified in the Release of Claims) shall have occurred no later than the sixtieth (60th) day following the date of termination, and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his the Executive’s employment, including including, without limitation limitation, under Sections 7, 8 and 9 of this Agreement. All severance pay Subject to Section 5(g) below, (A) the Severance Payments to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executivesCompany, and (B) the Healthcare Payments shall be paid monthly, and in both cases of (A) and (B), with the first payment, which shall be retroactive to the day immediately following the date on which the Executive’s employment terminated, being due and payable, payable on the Company’s next regular payday for executives that follows the expiration of sixty (60) calendar days from the date on which the Company receives Executive’s employment terminates. Notwithstanding the foregoing, in the event the Healthcare Payments would, in the determination of the Board or its delegate, subject the Executive’s signed Release , the Company or any of Claims. Any pro rata annual bonus its Affiliates to which any tax or penalty under the Executive is entitled hereunder Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), the Healthcare Payments shall be paid treated as taxable payments and be subject to imputed income tax treatment to the Executive at extent necessary to eliminate any such adverse consequences under the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally in accordance with ACA or Section 4(b105(h).

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executivetime. In the event of such termination, then, in addition to any Final Compensation due Compensation, which shall be payable immediately upon termination, the Company shall pay to the Executive, an amount equal to eighteen (18) months of his Base Salary. Such payment shall be made in equal installments over the eighteen (18)-month period following such termination. In addition, the Company will (i) shall pay the Executive severance pay, an amount equal to 100% of the target bonus as defined under Section 4(b) of this Agreement for the year in which such termination occurs divided in equal installments for the eighteen (18)-month period of twelve (12) months following the date of termination of his employment, at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereof; (ii) pay the Executive a pro rata amount of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in on which the termination occurs, by (B) a fraction. Upon the payment of such amounts, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and (iii) continue shall have no further obligation to the Executive’s participation in the benefits plans described in Section 4(d) for the minimum period required by applicable employments standards legislation (collectively, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide make any payments under this Section 5(d), excluding the Severance Benefits in excess payment of statutory minimums is conditionedFinal Compensation, however, on the Executive signing (in such a manner that will give legal effect) shall be conditioned upon and returning subject to the Executive’s entering into a separation and general release agreement, which shall include and expressly incorporate the non-competition, non- solicitation, and confidentiality provisions herein, with the Company a release of claims in the form attached hereto as Exhibit B within ten provided by the Company that has been in effect for at least fourteen (1014) days following prior to the date of termination (any such release submitted by such deadlinepayment, the “Release of Claims”) and on the Executive’s 's continued compliance with the obligations of the Executive to Holdings, the Company and its Affiliates under this Agreement that survive termination of his employment, including without limitation under Sections 76, 7 and 8 and 9 of this Agreement. All Subject to Section 5(i) below, all severance pay to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executivesCompany, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable, payable on the Company’s next regular payday for executives employees that follows the expiration of sixty (60) calendar days from the date on which the Company receives the Executive’s signed Release of Claimsemployment terminates. Any pro rata annual bonus to which the Executive is entitled hereunder shall be paid to the Executive at the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally in accordance with Section 4(b(e).

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, whether preceding or following a Change of Control (as defined in Section 14 hereof) and provided that the Executive satisfies in full all of the conditions set forth in Section 5(g) hereof, then, in addition to any Final Compensation due to Compensation, the Executive, as compensation for his satisfying of those conditions, shall be entitled to the Company will following: (i) pay the Executive severance pay, for the period of twelve (12) months following the date of termination of his employment, at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereof; (ii) The Company shall pay the Executive a pro rata amount of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive Final Pro-Rated Bonus for the fiscal year immediately preceding the fiscal year in which the termination Date of Termination occurs, payable at the time annual bonuses are paid to Company executives generally under its executive incentive plan or, if later, on the tenth (10th) business day following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the Chair of the Board on behalf of the Company. (Bii) a fraction, the numerator of which is the number of days during the performance period in which The Company shall pay the Executive was employed compensation for the period of twenty-four (24) months following the Date of Termination, at the rate of one-twelfth of the Base Salary per month, commencing on the next regular Company payday for its executives that is at least five (5) business days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the person designated by the Company and the denominator of which is three hundred and sixty-five (365) and (iii) continue the Executive’s participation in the benefits plans described in Section 4(d) for the minimum period required by applicable employments standards legislation (collectively, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, receive notices on the Executive signing (in such a manner that will give legal effect) and returning to the Company a release of claims in the form attached hereto as Exhibit B within ten (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable behalf in accordance with the normal payroll practices of the Company for its executivesSection 19 hereof, but with the first payment, which shall be payment being retroactive to the day immediately following the Date of Termination. (iii) The Company will pay the full premium cost of health and dental plan coverage for Executive and his qualified beneficiaries until the earliest to occur of the expiration of eighteen (18) months following the Date of Termination, the date the Executive’s employment terminated, being due Executive becomes eligible for participation in health and payable, on dental plans of another employer or the date the Executive ceases to be eligible for participation under the Company’s next regular payday health and dental plans under COBRA; provided, however, that, in order to be eligible for executives that follows the Company’s payments hereunder, the Executive and each of his qualified beneficiaries must elect in a timely manner to continue coverage under the Company’s health and dental plans under COBRA. (iv) The Executive may put his vested Units to the LLC at seventy-five percent (75%) of Fair Market Value (as defined in the Unit Certificate), provided he does so within one hundred and twenty (120) days following the date on which of termination. Payment by the Company receives LLC may be by cash or promissory note in accordance with those provisions governing the Executive’s signed Release purchase and sale of Claimsmanagement Units contained in the LLC Agreement (or any successor corporate governance document). Any pro rata annual bonus to which Units in the LLC held by the Executive is entitled hereunder on the Date of Termination otherwise shall be paid to governed by the terms of the Unit Certificate, the Plan and the LLC Agreement, as applicable. (v) The Company will pay the Executive at any Interest Subsidy due him following the same time that annual bonuses for the applicable fiscal year are paid to senior executives Date of the Company generally Termination in accordance with Section 4(b)4(a)(ii) hereof.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, and provided that the Executive satisfies in full all of the conditions set forth in Section 5(h) hereof, then, in addition to any Final Compensation due to Compensation, the Executive, as compensation for his satisfying of those conditions, shall be entitled to the Company will following: (i) pay the Executive severance pay, for the period of twelve (12) months following the date of termination of his employment, at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereof; (ii) The Company shall pay the Executive a pro rata amount of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive Final Pro-Rated Bonus for the fiscal year immediately preceding the fiscal year in which the termination Date of Termination occurs, payable at the time annual bonuses are paid to Company executives generally under its executive incentive plan or, if later, on the tenth (10th) business day following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the Chair of the Board on behalf of the Company. (ii) The Company shall pay the Executive compensation for the longer of (A) that portion of the then-current term of this Agreement that remains after the Date of Termination (if termination occurs during the initial three-year term hereof) or (B) a fractionthe period of twenty-four months following the Date of Termination, at the numerator rate of which one-twelfth of the Base Salary per month, commencing on the next regular Company payday for its executives that is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-at least five (3655) and (iii) continue the Executive’s participation in the benefits plans described in Section 4(d) for the minimum period required by applicable employments standards legislation (collectively, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days following the later of the effective date of the termination Release of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner that will give legal effect) and returning to the Company a release of claims in the form attached hereto as Exhibit B within ten (10) days following Claims or the date of termination (any such release submitted by such deadline, the “Release of Claims”) and on , signed by the Executive’s continued compliance with , is received by the obligations Chair of the Executive to the Company and its Affiliates under this Agreement that survive termination of his employmentBoard, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives, but with the first payment, which shall be payment being retroactive to the day immediately following the date Date of Termination. (iii) The Company will pay the Executive’s employment terminated, being due full premium cost of health and payable, on dental plan coverage for Executive and his qualified beneficiaries until the Company’s next regular payday for executives that follows first to occur of the conclusion of the period of compensation defined in clause (ii) immediately above or the date on Executive becomes eligible for participation in health and dental plans of another employer which are reasonably comparable to those being provided at that time to Executive and his qualified beneficiaries by the Company receives (the Executive’s signed Release of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder shall be paid to the Executive at the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally in accordance with “Section 4(b5(d).

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to any Final Compensation due to the Executive, the Company will (i) pay the Executive a severance payamount representing two (2) times the Executive’s Base Salary, for plus two (2) times the period average of twelve the annual bonus earned by the Executive in the two (122) months following complete fiscal years preceding the date of termination of his employment, at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereoftermination; (ii) pay the Executive a pro rata amount of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fraction, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and (iii) continue the Executive’s participation in the benefits plans described in Section 4(d4(e) for a period of two (2) years following the minimum period required by date of the termination of employment, subject to the terms of the applicable employments standards legislation plan (collectively, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner that will give legal effect) and returning to the Company a release of claims in the form attached hereto as Exhibit B within ten (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay to which the Executive is entitled hereunder which exceeds statutory minimums shall be payable, at the discretion of the Executive, in a lump sum within fifteen (15) business days that follows the date on which the Company receives the Executive’s signed Release of Claims, or in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable, on the Company’s next regular payday for executives that follows the date on which the Company receives the Executive’s signed Release of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder shall be paid to the Executive at the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally in accordance with Section 4(b).

By the Company Other than for Cause. The Company may terminate the Executive’s 's employment hereunder with the Company other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to any Final Compensation due to the Executive, the Company will shall provide the Executive the following (in the aggregate, the “Severance Benefits”): (i) the Company will continue to pay the Executive severance payhis/her Base Salary, for at the rate in effect on the date of termination, until the conclusion of a period of twelve (12) months following the date of termination of his employmenttermination, at a per annum rate (ii) the Company shall pay to the Executive in one lump sum an amount equal to the sum higher of (Ax) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by the Executive’s target incentive bonus under the Executive Incentive Plan for the year in which the Base Salary Executive’s employment is increased following terminated or (y) the date hereof; (ii) pay actual incentive bonus paid to the Executive a pro rata amount of the annual bonusExecutive, if any, that would have been payable to under the Executive pursuant to Section 4(b) hereof if Incentive Plan for the last full fiscal year preceding the year in which the Executive’s employment with the Company had not terminated during the fiscal yearis terminated, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fraction, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and (iii) continue the Executive’s participation in the benefits plans described in Section 4(d) for the minimum period required by applicable employments standards legislation (collectively, the “Severance Benefits”). The Company shall also pay also, until the Executive any Final Compensation due him conclusion of a period of twelve (other than business expenses described in Section 5(a)(iv)12) in a lump sum within thirty (30) days months following the date of termination, pay the termination of employment. Any obligation Executive an amount equal to the full premium cost of the Company to provide Executive's participation in the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner that will give legal effect) Company's group medical and returning dental insurance plans pursuant to the Company a release of claims in the form attached hereto federal law known as Exhibit B within ten (10) days following the date of termination (any such release submitted by such deadlineCOBRA, the “Release of Claims”) and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates under this Agreement provided that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay to which the Executive is entitled hereunder which exceeds statutory minimums shall be to continue such participation under applicable law and plan terms, and (iv) the Company will also provide the Executive with an outplacement assistance benefit in the form of salary continuationa lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, payable in accordance after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. Furthermore, at the normal payroll practices sole discretion of the Compensation Committee of the Board, any unvested options to purchase Company for its executives, with stock may be accelerated. Notwithstanding anything in the first payment, which shall be retroactive Agreement to the day immediately following contrary, in the date event any provision contained in this Agreement regarding payment or assistance to the Executive’s employment terminatedExecutive related to the continuation of healthcare coverage for the Executive would cause the Company to violate the anti-discrimination rules of the healthcare reform laws known as the Patient Protection and Affordable Care Act, being due and payable, or would otherwise result in the imposition of taxes or penalties on the Company’s next regular payday for executives that follows the date on which the Company receives the Executive’s signed Release of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder , such provision shall be paid to the Executive at the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally in accordance with Section 4(b)a nullity.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon thirty (30) days’ prior written notice to the Executive. In If the event of such terminationCompany terminates the Executive’s employment other than for Cause after the Effective Date, then in addition to any Final Compensation due to the Executive, the Company will (i) pay to the Executive severance pay, at the same rate as the Base Salary, for the a period of twelve (12) months following the date of termination of his the Executive’s employment, at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereof; (ii) pay the Executive a pro rata amount of the annual bonus, if any, that would have been payable to the Executive pursuant an amount equal to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal yearTarget Bonus (clauses (i) and (ii), which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fractioncollectively, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365“Severance Payments”) and (iii) continue to pay, on the Executive’s behalf, the premiums required to be paid for the Executive’s continued participation in the benefits plans described Company’s health care benefit plan, including existing spousal or family health care coverage, if selected, for a period of twelve (12) months following termination, unless the Executive becomes employed by another company and eligible for coverage under such company’s group health care plans, and in Section 4(d) such instance, future payment for the minimum period required by applicable employments standards legislation health insurance premiums will cease (collectivelythe “Healthcare Payments” and, collectively with the Severance Payments, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other Other than business expenses described in Section 5(a)(iv6(a)(iii)) , Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in a lump sum all events within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner that will give legal effect) and returning to the Company (without revoking) a timely and effective general release of claims in substantially the form attached hereto as Exhibit B within ten A (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”), all of which (including the lapse of the period for revoking the Release of Claims as specified in the Release of Claims) shall have occurred no later than the sixtieth (60th) day following the date of termination, and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his the Executive’s employment, including including, without limitation limitation, under Sections 78, 8 9 and 9 10 of this Agreement. All severance pay Subject to Section 6(g) below, (A) the Severance Payments to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executivesCompany, and (B) the Healthcare Payments shall be paid monthly, and in both cases of (A) and (B), with the first payment, which shall be retroactive to the day immediately following the date on which the Executive’s employment terminated, being due and payable, payable on the Company’s next regular payday for executives that follows the expiration of sixty (60) calendar days from the date on which the Company receives Executive’s employment terminates. Notwithstanding the foregoing, in the event the Healthcare Payments would, in the determination of the Board or its delegate, subject the Executive’s signed Release , the Company or any of Claims. Any pro rata annual bonus its Affiliates to which any tax or penalty under the Executive is entitled hereunder Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), the Healthcare Payments shall be paid treated as taxable payments and be subject to imputed income tax treatment to the Executive at extent necessary to eliminate any such adverse consequences under the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally in accordance with ACA or Section 4(b105(h).

By the Company Other than for Cause. The Company may terminate the Executive’s 's employment hereunder other than for Cause ("Other Than For Cause") at any time upon notice to the Executive, provided that the Board of Directors determines, after consultation with the Executive and after setting forth the reasons for the Board's actions, that retention of the Executive as the Chief Executive Officer would no longer be in the best interests of the Company. In the event of such terminationtermination during the first year of the Term (or, in addition to any Final Compensation due to upon vote of two-thirds of the members of the Board, excluding the Executive, that a decision should not be made in the first year, then in the first 15 months of the Term), the Company will (i) shall continue to pay the Executive severance paythe Base Amount at the rate in effect on the date of termination for twenty-four months. In the event of such termination following the first year of the Term (or, upon vote of two-thirds of the members of the Board, excluding the Executive, that a decision should not be made in the first year, then following the first 15 months of the Term), the Company shall continue to pay the Executive the Base Amount at the rate in effect on the date of termination for twelve months. Subject to any employee contribution applicable to the Executive on the date of termination, the Company shall continue to contribute, for the period of twelve (12) months following the date of termination of his employment, at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by during which the Base Salary Amount is increased following continued hereunder, to the date hereof; (ii) pay the Executive a pro rata amount cost of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(bExecutive's participation (including his family) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fraction, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and (iii) continue the Executive’s participation in the benefits Company's group medical and hospitalization insurance plans described in Section 4(d) for the minimum period required by applicable employments standards legislation (collectivelyand group life insurance plan, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner provided that will give legal effect) and returning to the Company a release of claims in the form attached hereto as Exhibit B within ten (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay to which the Executive is entitled hereunder which exceeds statutory minimums to continue such participation under applicable law and plan terms. Upon any such termination, unvested options shall be become exercisable to the extent provided immediately below: If terminated in the form first year, i.e. 1997 (or, upon vote of salary continuation, payable in accordance with the normal payroll practices two-thirds of the Company for its executivesmembers of the Board of Directors, with excluding the Executive, that a decision should not be made in the first paymentyear, which shall be retroactive to then in the day immediately following the date the Executive’s employment terminated, being due and payable, on the Company’s next regular payday for executives that follows the date on which the Company receives the Executive’s signed Release of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder shall be paid to the Executive at the same time that annual bonuses for the applicable fiscal year are paid to senior executives first 15 months of the Company generally in accordance with Section 4(bTerm)., 30,000 options if:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon sixty (60) days prior written notice to the Executive. If the Company terminates the Executive’s employment other than for Cause prior to the date that is six (6) months after the Effective Date, the Executive shall be entitled to the Final Compensation only. In the event of such terminationtermination on or after the date that is six (6) months after the Effective Date, in addition to any Final Compensation due to the Executive, the Company will pay the Executive (i) pay the Executive severance pay, at the same rate as the Base Salary, for the a period of twelve (12) months following the date of termination of his her employment, at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereof; (ii) pay the Executive a pro rata an amount of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(bequal one (1) hereof if times the Executive’s employment Annual Bonus for the last completed fiscal year (together with the Company had not terminated during payments of Base Salary in the fiscal year, which pro rata amount shall be determined by multiplying foregoing clause (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fractioni), the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and “Severance Payments”), (iii) continue the a Pro-Rata Bonus, and (iv) continued payment on Executive’s behalf of the premium required to be paid for Executive’s continued participation in the benefits plans described in Section 4(dCompany’s health care plan for a period of twelve (12) for months following termination (the minimum period required by applicable employments standards legislation (collectively“Healthcare Payments” and collectively with the Pro-Rata Bonus and the Severance Payments, the “Severance Benefits”)) . The Company shall also pay the Executive any Final Compensation due him (other Other than business expenses described in Section 5(a)(iv5(a)(iii)) , Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in a lump sum all events within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner that will give legal effect) and returning to the Company (without revoking) a timely and effective general release of claims in substantially the form attached hereto as Exhibit B within ten A (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”), all of which (including the lapse of the period for revoking the release of claims as specified in the release of claims) shall have occurred no later than the sixtieth (60th) calendar day following the date of termination and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his her employment, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay Subject to Section 5(g) below, (A) the Severance Payments to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executivesCompany, and (B) the Healthcare Payments shall be paid monthly, and in both cases with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable, payable on the Company’s next regular payday for executives that follows the expiration of sixty (60) calendar days from the date on which the Company receives the Executive’s signed Release employment terminates. Notwithstanding the foregoing, in the event the Healthcare Payments would, in the determination of Claims. Any pro rata annual bonus the Board or its delegate, subject the Executive, the Company or any of its Affiliates to which any tax or penalty under the Executive is entitled hereunder Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), the Healthcare Payments shall be paid treated as taxable payments and be subject to imputed income tax treatment to the Executive extent necessary to eliminate any such adverse consequences under the ACA or Section 105(h). The Pro-Rata Bonus will be paid in a lump sum at the same time that annual bonuses for the applicable fiscal year are paid to senior executives of by the Company generally in accordance with Section 4(b)generally.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to any Final Compensation due to (which shall be paid at the Executivesame time or times as in the case of a termination by reason of death), then for the period of two (2) years following the date of termination, the Company will shall provide the Executive the following (in the aggregate, the “Severance Benefits”) as follows: (i) the Company will pay the Executive severance pay, for pay (the period of twelve (12“Severance Pay”) months following the date of termination of his employment, at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) the Base Salary at the annual rate in effect on the date of termination and (B) any amount by which the Base Salary is increased following the date hereof; (ii) pay the Executive a pro rata amount of the annual bonus, if any, that would have been payable to the Executive pursuant to Executive’s target Annual Bonus determined in accordance with Section 4(b) hereof if and (ii) it shall provide the Executive with continued medical and dental coverage to the extent required by the so-called “COBRA” coverage continuation rules and shall pay to the Executive, at the same time as it pays the first severance payment under clause (i)(A), a lump sum amount equal in its reasonable estimation to what would have been the Company’s premium cost subject only to the Executive’s employment with payment of the Company had not terminated during employee portion (determined on the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by same basis as applied to the Executive on the date of termination for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fraction, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and (iii) continue the Executive’s participation in the benefits plans described in Section 4(d) for the minimum period family members), minus any required by applicable employments standards legislation (collectively, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days following the date of the termination of employmentwithholding. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums under this Section 5(d) or Section 5(e) below is conditioned, however, on the Executive signing (in such a manner that will give legal effect) and returning to the Company (without revoking) a timely and effective release of claims substantially in the form attached hereto as Exhibit B within ten D by the deadline specified therein, all of which (10including the lapse of the period for revoking the release of claims as specified in the release of claims) days shall have occurred no later than the sixtieth (60th) calendar day following the date of termination (any such release submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance with the his obligations of the Executive to the Company and its Affiliates under this Agreement that survive his termination of his employment, including without limitation under those set forth in Sections 7, 8 8, and 9 hereof. The Release of this Agreement. All severance pay to which Claims creates legally binding obligations on the part of the Executive, and the Company and its Affiliates therefore advise the Executive is entitled hereunder which exceeds statutory minimums to seek the advice of an attorney before signing the Release of Claims. Only if the foregoing conditions to payment are satisfied, and subject to Section 5(g) below, the Severance Pay shall be paid in the form of salary continuation, payable installments on a pro-rated basis in accordance with the normal Company’s regular payroll practices commencing on the first regular payroll date that follows the date of the Company for its executivestermination by sixty (60) days, with the first payment, which shall be retroactive such payment to the day immediately following the date the Executive’s employment terminated, being due and payable, include all amounts that would have been paid under Section 5(d)(i) had payment commenced on the Company’s next regular payday for executives that follows the first payroll date on which the Company receives the Executive’s signed Release after termination of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder shall be paid to the Executive at the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally in accordance with Section 4(b)employment.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause (and other than in connection with the Executive’s death or disability) at any time upon written notice to the Executive. In the event of such termination, in addition to any Final Compensation due to the Executive, the Company will then (i) the Company shall pay to the Executive the Final Compensation, (ii) the Company shall pay the Executive severance pay, for the period of twelve (12) months following the date of termination of his employment, at a per annum rate an amount equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereof; (ii) pay the Executive a pro rata amount of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive for the full fiscal year immediately preceding the fiscal year in which such termination occurs (the “Termination Compensation”), payable in substantially equal installments in accordance with the Company’s normal payroll practices as in effect from time to time, over the twelve (12) month period immediately following the termination occursdate (with the first payment to be made on the first payroll date following the effective date of the Employee Release (as defined below) and to include a catch-up to cover any payment that would have been made prior to such date had the Employee Release been effective on the termination date); provided that, by if the period from the termination date through the last day that the payments could begin spans two calendar years, such payments shall commence in the second calendar year; provided further that if such termination date occurs prior to the conclusion of one full fiscal year of employment from the original hire date, it shall be assumed, for purposes of determining the Termination Compensation, that Executive earned one full fiscal year of his current Base Salary; provided, further, that, if (Band only if) such termination date occurs within eighteen (18) months after a fractionChange of Control Event (as defined below), then the numerator of which is the number of days during the performance period in which Termination Compensation shall be payable to the Executive was employed by in a lump sum payment on the Company and first payroll date following the denominator Effective date of which is three hundred and sixty-five the Employee Release (365) and rather than in installments, as provided above in this clause (ii)), (iii) subject to any employee contribution applicable to the Executive as of immediately prior to the date of termination, the Company shall continue to pay the cost of the Executive’s participation in the benefits Company’s medical and dental insurance plans for a period of twelve (12) months, provided that if the Executive’s continued participation in such plans would result in a violation of any non-discrimination rules or result in any fines, penalties or excise taxes to the Company or any of its affiliates or if the Executive is otherwise not eligible to continue participation in such plans under applicable law or plan terms, then, to the extent possible without resulting in such violation, fines, penalties or excise taxes, the Company shall instead make monthly cash payments to the Executive in an amount equal to the employer portion of the monthly insurance premiums that would have been applicable had the Executive been eligible to continue such participation (the benefit described in Section 4(d) for the minimum period required by applicable employments standards legislation this clause (iii), collectively, the “Benefit Continuation”) (items (i) – (iii) collectively shall be defined as the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner that will give legal effect) and returning to the Company a release of claims in the form attached hereto as Exhibit B within ten (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable, on the Company’s next regular payday for executives that follows the date on which the Company receives the Executive’s signed Release of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder shall be paid to the Executive at the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally in accordance with Section 4(b).

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon thirty (30) days’ prior written notice to the Executive. In If the event of such terminationCompany terminates the Executive’s employment other than for Cause after the Effective Date, then in addition to any Final Compensation due to the Executive, the Company will (i) pay to the Executive severance pay, at the same rate as the Base Salary, for the a period of twelve (12) months following the date of termination of his the Executive’s employment, at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereof; (ii) pay the Executive a pro rata amount of the annual bonus, if any, that would have been payable to the Executive pursuant an amount equal to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal yearTarget Bonus (clauses (i) and (ii), which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fractioncollectively, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365“Severance Payments”) and (iii) continue to pay, on the Executive’s behalf, the premiums required to be paid for the Executive’s continued participation in the benefits plans described Company’s health care benefit plan, including existing spousal or family health care coverage, if selected, for a period of twelve (12) months following termination, unless the Executive becomes employed by another company and eligible for coverage under such company’s group health care plans, and in Section 4(d) such instance, future payment for the minimum period required by applicable employments standards legislation health insurance premiums will cease (collectivelythe “Healthcare Payments” and, collectively with the Severance Payments, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other Other than business expenses described in Section 5(a)(iv6(a)(iii)) , Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in a lump sum all events within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner that will give legal effect) and returning to the Company (without revoking) a timely and effective general release of claims in substantially the form attached hereto as Exhibit B within ten (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”), all of which (including the lapse of the period for revoking the Release of Claims as specified in the Release of Claims) shall have occurred no later than the sixtieth (60th) day following the date of termination, and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his the Executive’s employment, including including, without limitation limitation, under Sections 78, 8 9 and 9 10 of this Agreement. All severance pay Subject to Section 6(g) below, (A) the Severance Payments to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executivesCompany, and (B) the Healthcare Payments shall be paid monthly, and in both cases of (A) and (B), with the first payment, which shall be retroactive to the day immediately following the date on which the Executive’s employment terminated, being due and payable, payable on the Company’s Company ’ s next regular payday for executives that follows the expiration of sixty (60) calendar days from the date on which the Company receives Executive’s employment terminates. Notwithstanding the foregoing, in the event the Healthcare Payments would, in the determination of the Board or its delegate, subject the Executive’s signed Release , the Company or any of Claims. Any pro rata annual bonus its Affiliates to which any tax or penalty under the Executive is entitled hereunder Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), the Healthcare Payments shall be paid treated as taxable payments and be subject to imputed income tax treatment to the Executive at extent necessary to eliminate any such adverse consequences under the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally in accordance with ACA or Section 4(b105(h).

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to any Final Compensation due Compensation, (i) the Company shall pay the Executive a Pro-Rated Annual Bonus for the fiscal year in which termination occurs, payable at the time annual bonuses are paid to Company executives generally under its executive incentive plan or, if later, on the tenth (10th) business day following the later of the effective date of the Release or the date it is received by the Chair of the Board on behalf of the Company; (ii) the Company shall provide the Executive severance pay equal to twelve (12) months’ Base Salary, payable in monthly installments and without offset for other earnings; (iii) subject to the Executiveexercise by the Executive and his eligible beneficiaries of their rights under the federal law known as COBRA to continue participation in the Company’s group health and dental plans following termination of his employment hereunder, the Company will shall pay the premium cost of such health and dental plan participation until the soonest to occur of (iA) the expiration of twelve (12) months following the date of termination; (B) the date the Executive becomes eligible to enroll in the health plan of a new employer or (C) the date the Executive ceases to be eligible for continued participation under COBRA; (iv) the Company shall continue, and shall pay the premium cost of, the Executive’s participation in its group life insurance plan for the period of twelve (12) months following the date of termination or, if coverage is unavailable to Executive and provided that he is insurable at normal rates, the Company, for twelve (12) months following the date of termination, shall pay the premium cost of term life insurance for the Executive with the same face amount as his coverage under the Company’s group life insurance plan at the time his employment terminated; (v) the Company shall continue to pay the Executive severance paymonthly, for the period of twelve (12) months following the date of termination, an automobile allowance in the same amount that he was receiving as of the date of termination and, during that twelve (12) month period will continue reimbursement of his employment, at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) normal operating costs and (Bvi) any amount by which the Base Salary is increased following the date hereof; (ii) Company will pay the Executive a pro rata amount cost of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by outplacement services for the Executive for the fiscal year immediately preceding the fiscal year in which the twelve (12) months following termination occursor, by (B) a fractionif less, the numerator of which is the number of days during the performance period in which until the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and (iii) continue the Executive’s participation in the benefits plans described in Section 4(d) for the minimum period required by applicable employments standards legislation (collectively, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (obtains other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums Executive hereunder, other than for Final Compensation, is conditioned, however, on upon the Executive signing (in such a manner that will give legal effect) and returning to the Company a release of claims in the form attached hereto as Exhibit B within ten (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”) timely and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable, on the Company’s next regular payday for executives that follows the date on which the Company receives the Executive’s signed Release of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder shall be paid to the Executive at the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally in accordance with Section 4(b)effective Release.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, and provided that the Executive satisfies in full all of the conditions set forth in Section 5(h) hereof, then, in addition to any Final Compensation due to Compensation, the Executive, as compensation for his satisfying of those conditions, shall be entitled to the following: (i) the Company shall pay the Executive a Final Pro-Rated Bonus for the fiscal year in which the Date of Termination occurs, payable at the time annual bonuses are paid to Company executives generally under its executive incentive plan or, if later, on the tenth (10th) business day following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the Chair of the Board on behalf of the Company; (ii) the Company shall provide the Executive compensation for the period of twelve (12) months following the Date of Termination at the rate of one-twelfth of the Base Salary per month, commencing on the next regular Company payday for its executives that is at least five (5) business days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the Chair of the Board, but with the first payment being retroactive to the day immediately following the Date of Termination; (iii) the Company will (i) pay the full premium cost of health and dental plan coverage for Executive severance payand his qualified beneficiaries until the earliest to occur of the conclusion of the period defined in clause (ii) immediately above or the date the Executive becomes eligible for participation in health and dental plans of another employer or the date the Executive ceases to be eligible for participation under the Company’s health and dental plans under COBRA; provided, however, that in order to be eligible for the Company’s payments hereunder the Executive and each of his qualified beneficiary must elect in a timely manner to continue coverage under the Company’s health and dental plans under COBRA and (iv) the Company will continue, and will pay the premium cost of, the Executive’s participation in its group life insurance plan for the period of twelve (12) months following the date of termination of his employment, at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereof; (ii) pay the Executive a pro rata amount of the annual bonusor, if any, that would have been payable coverage is unavailable to the Executive pursuant to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fractionand provided that he is insurable at normal rates, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five Company, for twelve (36512) and (iii) continue the Executive’s participation in the benefits plans described in Section 4(d) for the minimum period required by applicable employments standards legislation (collectively, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days months following the date of termination, will pay the termination premium cost of employmentterm life insurance for the Executive with the same face amount as his coverage under the Company ’s group life insurance plan at the time his employment terminated. Any obligation equity in the LLC held by the Executive on the Date of Termination shall be governed by the terms of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner that will give legal effect) and returning to the Company a release of claims in the form attached hereto as Exhibit B within ten (10) days following the date of termination (any such release submitted by such deadlineUnit Certificate, the “Release of Claims”) Plan and on the LLC Agreement, as applicable. The Executive’s continued compliance rights with the obligations of the Executive respect to the Company and its Affiliates under this Agreement that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay to which the Executive is entitled hereunder which exceeds statutory minimums indemnification shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable, on the Company’s next regular payday for executives that follows the date on which the Company receives the Executive’s signed Release of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder shall be paid to the Executive at the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally in accordance with Section 4(b)12 hereof.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon ten (10) days’ written notice to the Executive. In the event of termination of the Executive’s employment pursuant to this Section 5(e), the Company may elect to waive the period of notice, or any portion thereof, and, if the Company so elects, the Company will pay the Executive his Base Salary for the ten (10)-day notice period (or for any remaining portion of such period). In the event of such termination, in addition to any Final Compensation due then, subject to the Executiverequirement for a release of claims as provided in Section 5(i) below and except as may be provided pursuant to the Severance Policy as contemplated in Section 4(d) above, the Company will (i) the Company shall pay the Executive severance payan amount equal to twelve (12) months’ of Base Salary at the rate in effect on the date of the Executive’s termination; (ii) if the Executive elects to continue his participation in the Company’s health and dental insurance plans under the federal law commonly known as “COBRA,” the Company shall pay the Executive an amount each month, as taxable compensation, for the full premium cost of the Executive’s continued participation in such plans (including coverage for his dependents) for a period of twelve (12) months following the date of the Executive’s termination (provided that the Executive is entitled to continue such participation under applicable law and plan terms); and (iii) if the Executive elects to continue his participation in any Company insurance plans in which he was participating on the date of his employmenttermination, at other than the health and dental insurance plans, the Company shall pay the full premium cost of the Executive’s participation in such plans for a per annum rate period of twelve (12) months following the date of the Executive’s termination (provided, that, the Executive is entitled to continue such participation under applicable law and plan terms, and provided, further, that if the Executive is not eligible to continue such participation, the Company shall pay the Executive an amount equal to the sum of amount it would have paid for such continued premium costs as taxable compensation). The wage continuation and insurance premium payments pursuant to clauses (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereof; i), (ii) pay the Executive a pro rata amount of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fraction, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and (iii) continue the Executive’s participation in the benefits plans described in Section 4(d) for the minimum period required by applicable employments standards legislation above shall commence not later than sixty (collectively, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (3060) days following the date of the termination of employment. Any obligation of employment by the Company to provide the Severance Benefits in excess of statutory minimums is conditionedExecutive, however, on the Executive signing (in such a manner that will give legal effect) and returning subject to the Company requirement for a release of claims as provided in the form attached hereto as Exhibit B within ten (10Section 5(i) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable, on the Company’s next regular payday for executives that follows the date on which the Company receives the Executive’s signed Release of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder shall be paid to the Executive at the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally in accordance with Section 4(b)below.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon fifteen (15) business days prior notice to the Executive: provided, however, the Company shall not be required to provide all or any portion of such notice hereunder (and/or may elect to accelerate the date of termination after notice has been provided hereunder) to the extent that the Company reasonably concludes that providing (or continuing) such notice period will be injurious to the interests of the Company and provided further that such notice period shall be unpaid until after the effective date of the Release of Claims, as that term is defined and the payment arrangements are described immediately below. In the event of such terminationtermination under this Section 5(d), the Company shall provide the Executive, in addition to any Final Compensation due Compensation: (i) severance pay (“Severance Pay”) in an amount equal to the Executive’s Base Salary, in effect on the Company will date of his termination, for a period equal to the greater of (iA) pay twelve (12) months after the effective date of such termination and. (B) the remainder of the Term, and (ii) subject to any employee contribution applicable to the Executive severance payon the date of termination, shall continue to contribute to the premium cost of the Executive’s participation in the group medical and dental plans applicable to the Executive (as well as the participation of his qualified beneficiaries) for the period shorter of twelve (12) months following the date of termination of his employment, at a per annum rate equal employment or until the Executive ceases to be eligible for participation in those plans under the sum of federal law known as COBRA (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which in the Base Salary is increased event that the Executive continues coverage following the date hereof; end of such twelve (ii12) pay month period, the Executive a pro rata amount shall be solely responsible for the payment of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fraction, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and (iii) continue the Executive’s participation in the benefits plans described in Section 4(d) for the minimum period required by applicable employments standards legislation (collectively, the “Severance Benefits”premium under COBRA). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums Executive hereunder is conditioned, however, on upon the Executive signing (in such a manner that will give legal effect) and returning to the Company a timely and effective release of claims related to. arising out of or connected with his employment and the termination thereof in the form attached hereto as Exhibit B within ten provided by the Company (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”). The Release of Claims required for separation benefits in accordance with Section 5(d) and or Section 5(e) creates legally binding obligations on the Executive’s continued compliance with the obligations part of the Executive to and the Company and its Affiliates under this Agreement that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay to which therefore advise the Executive is entitled hereunder which exceeds statutory minimums shall be in to seek the form advice of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable, on the Company’s next regular payday for executives that follows the date on which the Company receives the Executive’s signed Release of Claimsan attorney before signing it. Any pro rata annual bonus Severance Pay to which the Executive is entitled hereunder shall be paid payable in accordance with the normal payroll practices applicable to the Executive at the same time that annual bonuses for the applicable fiscal year are paid to senior executives employees of the Company generally in accordance with Section 4(b)and will begin at the next regular payroll period which is at least five (5) business days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the Company, but the first payment shall be retroactive to the first day of the notice period.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon thirty (30) days’ prior written notice to the Executive. In If the event of such terminationCompany terminates the Executive’s employment other than for Cause after the Effective Date, then in addition to any Final Compensation and Pro-Rata Bonus due to the Executive, the Company will (i) pay to the Executive severance pay, at the same rate as the Base Salary, for the a period of twelve twenty-four (1224) months following the date of termination of his the Executive’s employment, at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereof; (ii) pay the Executive a pro rata amount of the annual bonus, if any, that would have been payable to the Executive pursuant an amount equal to Section 4(btwo (2) hereof if times the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive Target Bonus for the fiscal year immediately preceding the fiscal year in which the such termination occurs, by in substantially equal installments over the twenty-four (B24)-month period following the date of termination of the Executive’s employment (clauses (i) a fractionand (ii), collectively, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365“Severance Payments”) and (iii) continue to pay, on the Executive’s behalf, the premiums required to be paid for the Executive’s continued participation in the benefits plans described Company’s health care benefit plan, including existing spousal or family health care coverage, if selected, for a period of eighteen (18) months following termination, unless the Executive becomes employed by another company and eligible for coverage under such company’s group health care plans, and in Section 4(d) such instance, future payment for the minimum period required by applicable employments standards legislation health insurance premiums will cease (collectivelythe “Healthcare Payments” and, collectively with the Severance Payments and the Pro-Rata Bonus, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other Other than business expenses described in Section 5(a)(iv5(a)(iii)) , Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in a lump sum all events within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner that will give legal effect) and returning to the Company (without revoking) a timely and effective general release of claims in substantially the form attached hereto as Exhibit B within ten C (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”), all of which (including the lapse of the period for revoking the Release of Claims as specified in the Release of Claims) shall have occurred no later than the sixtieth (60th) day following the date of termination, and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his the Executive’s employment, including including, without limitation limitation, under Sections 7, 8 and 9 of this Agreement. All severance pay Subject to Section 5(g) below, (A) the Severance Payments to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executivesCompany; (B) the Healthcare Payments shall be paid monthly, and in both cases of (A) and (B), with the first payment, which shall be retroactive to the day immediately following the date on which the Executive’s employment terminated, being due and payable, payable on the Company’s next regular payday for executives that follows the expiration of sixty (60) calendar days from the date on which the Company receives Executive’s employment terminates; and (C) the Pro-Rata Bonus will be payable as set forth in Section 5(a)(v) above. Notwithstanding the foregoing, in the event the Healthcare Payments would, in the determination of the Board or its delegate, subject the Executive’s signed Release , the Company or any of Claims. Any pro rata annual bonus its Affiliates to which any tax or penalty under the Executive is entitled hereunder Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), the Healthcare Payments shall be paid treated as taxable payments and be subject to imputed income tax treatment to the Executive at extent necessary to eliminate any such adverse consequences under the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally in accordance with ACA or Section 4(b105(h).

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon sixty (60) days prior written notice to the Executive. In the event of such termination, in addition to any Final Compensation due to the Executive, the Company will pay the Executive (i) pay the Executive severance pay, at the same rate as the Base Salary, for the a period of twelve twenty-four (1224) months following the date of termination of his her employment, at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereof; (ii) pay the Executive a pro rata an amount of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(bequal one point five (1.5) hereof if times the Executive’s employment Annual Bonus at the target amount (together with the Company had not terminated during payments of Base Salary in the fiscal year, which pro rata amount shall be determined by multiplying foregoing clause (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fractioni), the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and “Severance Payments”), (iii) continue the a Pro-Rata Bonus, and (iv) continued payment on Executive’s behalf of the premium required to be paid for Executive’s continued participation in the benefits plans described in Section 4(dCompany’s health care plan for a period of twenty-four (24) for months following termination (the minimum period required by applicable employments standards legislation (collectively“Healthcare Payments” and collectively with the Pro-Rata Bonus and the Severance Payments, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other Other than business expenses described in Section 5(a)(iv5(a)(iii)) , Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in a lump sum all events within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner that will give legal effect) and returning to the Company (without revoking) a timely and effective general release of claims in substantially the form attached hereto as Exhibit B within ten A (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”), all of which (including the lapse of the period for revoking the release of claims as specified in the release of claims) shall have occurred no later than the sixtieth (60th) calendar day following the date of termination and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his her employment, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay Subject to Section 5(g) below, (A) the Severance Payments to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executivesCompany, and (B) the Healthcare Payments shall be paid monthly, and in both cases with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable, payable on the Company’s next regular payday for executives that follows the expiration of sixty (60) calendar days from the date on which the Company receives the Executive’s signed Release employment terminates. Notwithstanding the foregoing, in the event the Healthcare Payments would, in the determination of Claims. Any pro rata annual bonus the Board or its delegate, subject the Executive, the Company or any of its Affiliates to which any tax or penalty under the Executive is entitled hereunder ACA or Section 105(h), or applicable regulations or guidance issued under the ACA or Section 105(h), the Healthcare Payments shall be paid treated as taxable payments and be subject to imputed income tax treatment to the Executive extent necessary to eliminate any such adverse consequences under the ACA or Section 105(h). The Pro-Rata Bonus will be paid in a lump sum at the same time that annual bonuses for the applicable fiscal year are paid to senior executives of by the Company generally in accordance with Section 4(b)generally.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to any Final Compensation due to the Executive, the Company will (i) the Executive shall be entitled to Final Compensation and the Unpaid Bonus, (ii) the Company shall pay the Executive severance pay, for an amount (the period of twelve (12“Severance Amount”) months following the date of termination of his employment, at a per annum rate equal to the sum of (Ax) Seven Hundred Fifty Thousand Canadian Dollars twenty-four (CAN$750,00024) and (B) any amount by which months of the Base Salary is increased following at the rate in effect on the date hereof; of termination plus (iiy) pay the Pro Rata Bonus for the year of termination, (iii) in accordance with the terms of the award agreements entered into in connection with the Transition Award, the Executive a pro rata amount of will receive the annual bonusPro Rata Transition Award, if any, that would have been payable and (iv) all other equity awards previously granted to the Executive pursuant to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount that are still outstanding but unvested shall be determined by multiplying (A) forfeited as provided in the annual bonus earned by applicable award agreement. The Severance Amount shall be paid to the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fraction, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and (iii) continue the Executive’s participation in the benefits plans described in Section 4(d) for the minimum period required by applicable employments standards legislation (collectively, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days following the date of the termination of employmentas further provided for below. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive under this Section 5 (including in the event of a termination of employment due to death or Disability), other than for Final Compensation, is conditioned on (A) the Executive, or the Executive’s Designated Beneficiary, signing (in such a manner that will give legal effect) and returning to the Company (without revoking) a timely and effective release of claims in the form attached hereto as Exhibit B within ten B, by the deadline specified therein, which in all events shall be no later than the forty fifth (1045th) days calendar day following the date of termination (any such release submitted by such deadline, the “Release of Claims”), (B) the Executive not engaging in an intentional or materially harmful violation of Section 7, 8 or 9(b) of this Agreement, and on (C) the Executive’s continued compliance with the obligations covenants contained in Section 9(a) of the Executive to the Company and its Affiliates under this Agreement that survive termination of his employment(subsections (B) and (C) collectively, including without limitation under Sections 7the “Compliance Condition”). The Severance Amount, 8 Final Compensation and 9 of this Agreement. All severance pay to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable, on the Company’s next regular payday for executives that follows the date on which the Company receives the Executive’s signed Release of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder Unpaid Bonus shall be paid to the Executive at within sixty (60) days following the same time that annual bonuses for the applicable fiscal year are paid to senior executives date of the Company generally in accordance with Section 4(b)termination of employment.

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. In the event of such termination, in addition to any Final Compensation due to the Executive, the Company will (i) pay the Executive severance pay, at the same rate as the Base Salary, for the period of twelve (12) months following the date of termination of his employmentemployment (the “Severance Period”), at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereof; (ii) during the Severance Period, provided the Executive elects and remains eligible for COBRA (or mini-COBRA), pay the Executive a pro rata monthly taxable amount of the annual bonus, if any, that would have been payable equal to the Executive pursuant to Section 4(b) hereof if portion of the Executive’s employment with health insurance premiums that the Company had not terminated during paid immediately prior to the fiscal year, which pro rata amount shall be determined by multiplying date of termination (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fraction, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365“Monthly Contribution”) and (iii) continue pay the Executive’s participation in Executive the benefits plans described in Section 4(dPro-Rata Bonus ((i), (ii) for the minimum period required by applicable employments standards legislation and (iii) collectively, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other Other than business expenses described in Section 5(a)(iv5(a)(iii)) , Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in a lump sum all events within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner that will give legal effect) and returning to the Company (without revoking) a timely and effective a general release of claims in the form attached hereto provided by the Company (which shall exclude nonwaivable claims and the Executive’s rights to Final Compensation and shall not require the Executive to agree to post-employment obligations not specifically set forth in this Agreement) by the deadline specified therein, all of which (including the lapse of the period for revoking the release of claims as Exhibit B within ten specified in the release of claims) shall have occurred no later than the sixtieth (1060th) days calendar day following the date of termination (any such release separation agreement submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance in material respects with the obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay Subject to Section 5(g) below, all Severance Benefits described under subsection (i) above to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executivesCompany, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminatedterminated and include all installments of the Monthly Contribution accrued to date, being due and payable, payable on the Company’s next regular payday for executives that follows the effective date on which of the Company receives the Executive’s signed Release of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder The Pro-Rata Bonus shall be paid to the Executive at the same such time that annual when bonuses for the applicable fiscal year are paid to senior executives of the Company generally generally. Notwithstanding the foregoing, if the time period to consider, return and revoke the Release of Claims covers two of the Executive’s taxable years, any portion of the Severance Benefits that constitutes deferred compensation subject to Section 409A (as defined below) shall in all events be paid in the later taxable year. The Release of Claims required for Severance Benefits in accordance with this Section 4(b5(d) creates legally binding obligations on the part of the Executive and the Company therefore advises the Executive to seek the advice of an attorney before signing the Release of Claims. In the event that the Company’s payment of the Monthly would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Code, or applicable regulations or guidance issued under the ACA or Section 105(h) of the Code, the Executive and the Company will work together in good faith, consistent with the requirements for compliance with, or exemption from Section 409A of the Code, to restructure such benefit (while preserving the economic value of such Monthly Contribution to the maximum extent permitted consistent therewith).

By the Company Other than for Cause. The Company may terminate the Executive’s 's employment hereunder other than for Cause ("Other Than For Cause") at any time upon notice to the Executive, provided that the Board of Directors determines, after consultation with the Executive and after setting forth the reasons for the Board's actions, that retention of the Executive as the Chief Executive Officer would no longer be in the best interests of the Company. In the event of such terminationtermination during the first year of the Term (or, in addition to any Final Compensation due to upon vote of two-thirds of the members of the Board, excluding the Executive, that a decision should not be made in the first year, then in the first 15 months of the Term), the Company will (i) shall continue to pay the Executive severance paythe Base Amount at the rate in effect on the date of termination for twenty-four months. In the event of such termination following the first year of the Term (or, upon vote of two-thirds of the members of the Board, excluding the Executive, that a decision should not be made in the first year, then following the first 15 months of the Term), the Company shall continue to pay the Executive the Base Amount at the rate in effect on the date of termination for twelve months. Subject to any employee contribution applicable to the Executive on the date of termination, the Company shall continue to contribute, for the period of twelve (12) months following the date of termination of his employment, at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by during which the Base Salary Amount is increased following continued hereunder, to the date hereof; (ii) pay the Executive a pro rata amount cost of the annual bonus, if any, that would have been payable to the Executive pursuant to Section 4(bExecutive's participation (including his family) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fraction, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365) and (iii) continue the Executive’s participation in the benefits Company's group medical and hospitalization insurance plans described in Section 4(d) for the minimum period required by applicable employments standards legislation (collectivelyand group life insurance plan, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner provided that will give legal effect) and returning to the Company a release of claims in the form attached hereto as Exhibit B within ten (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. All severance pay to which the Executive is entitled hereunder which exceeds statutory minimums to continue such participation under applicable law and plan terms. Upon any such termination, unvested options shall be become exercisable to the extent provided immediately below: If terminated in the form first year, i.e. calendar 1997 (or, upon vote of salary continuation, payable in accordance with the normal payroll practices two-thirds of the Company for its executivesmembers of the Board of Directors, with excluding the Executive, that a decision should not be made in the first paymentyear, which shall be retroactive to then in the day immediately following the date the Executive’s employment terminated, being due and payable, on the Company’s next regular payday for executives that follows the date on which the Company receives the Executive’s signed Release of Claims. Any pro rata annual bonus to which the Executive is entitled hereunder shall be paid to the Executive at the same time that annual bonuses for the applicable fiscal year are paid to senior executives first 15 months of the Company generally in accordance with Section 4(bTerm)., 30,000 options if:

By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon thirty (30) days’ prior written notice to the Executive. In If the event of such terminationCompany terminates the Executive’s employment other than for Cause after the Effective Date, then in addition to any Final Compensation due to the Executive, the Company will (i) pay to the Executive severance pay, at the same rate as the Base Salary, for the a period of twelve (12) months following the date of termination of his the Executive’s employment, at a per annum rate equal to the sum of (A) Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000) and (B) any amount by which the Base Salary is increased following the date hereof; (ii) pay the Executive a pro rata amount of the annual bonus, if any, that would have been payable to the Executive pursuant an amount equal to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal yearTarget ​ Bonus (clauses (i) and (ii), which pro rata amount shall be determined by multiplying (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the termination occurs, by (B) a fractioncollectively, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company and the denominator of which is three hundred and sixty-five (365“Severance Payments”) and (iii) continue to pay, on the Executive’s behalf, the premiums required to be paid for the Executive’s continued participation in the benefits plans described Company’s health care benefit plan, including existing spousal or family health care coverage, if selected, for a period of twelve (12) months following termination, unless the Executive becomes employed by another company and eligible for coverage under such company’s group health care plans, and in Section 4(d) such instance, future payment for the minimum period required by applicable employments standards legislation health insurance premiums will cease (collectivelythe “Healthcare Payments” and, collectively with the Severance Payments, the “Severance Benefits”). The Company shall also pay the Executive any Final Compensation due him (other Other than business expenses described in Section 5(a)(iv5(a)(iii)) , Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in a lump sum all events within thirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutory minimums is conditioned, however, on the Executive signing (in such a manner that will give legal effect) and returning to the Company (without revoking) a timely and effective general release of claims in substantially the form attached hereto as Exhibit B within ten (10) days following the date of termination (any such release submitted by such deadline, the “Release of Claims”), all of which (including the lapse of the period for revoking the Release of Claims as specified in the Release of Claims) shall have occurred no later than the sixtieth (60th) day following the date of termination, and on the Executive’s continued compliance with the obligations of the Executive to the Company and its Affiliates under this Agreement that survive termination of his the Executive’s employment, including including, without limitation limitation, under Sections 7, 8 and 9 of this Agreement. All severance pay Subject to Section 5(g) below, (A) the Severance Payments to which the Executive is entitled hereunder which exceeds statutory minimums shall be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executivesCompany, and (B) the Healthcare Payments shall be paid monthly, and in both cases of (A) and (B), with the first payment, which shall be retroactive to the day immediately following the date on which the Executive’s employment terminated, being due and payable, payable on the Company’s next regular payday for executives that follows the expiration of sixty (60) calendar days from the date on which the Company receives Executive’s employment terminates. Notwithstanding the foregoing, in the event the Healthcare Payments would, in the determination of the Board or its delegate, subject the Executive’s signed Release , the Company or any of Claims. Any pro rata annual bonus its Affiliates to which any tax or penalty under the Executive is entitled hereunder Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), the Healthcare Payments shall be paid treated as taxable payments and be subject to imputed income tax treatment to the Executive at extent necessary to eliminate any such adverse consequences under the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally in accordance with ACA or Section 4(b105(h).